GASCO ENERGY, INC.
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Pro Forma Consolidated Balance Sheet - December 31, 2000 F-3
Pro Forma Consolidated Statement of Operations-
Year ended December 31, 2000 F-4
Notes to Pro Forma Consolidated Financial Statements F-5
F-1
GASCO ENERGY, INC.
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The accompanying pro forma consolidated financial statements present the
historical financial information of San Joaquin Resources Inc. (San Joaquin), as
adjusted for the acquisition of Pannonian Energy, Inc. (Pannonian), pursuant to
an Agreement and Plan of Reorganization (the Agreement) entered into between San
Joaquin and Pannonian dated as of January 31, 2001. For financial reporting
purposes, the business combination is to be accounted for as an additional
capitalization of San Joaquin (a reverse acquisition with Pannonian as the
acquirer). The operations of Pannonian will be the continuing operations of the
combined entity.
Effective March 5, 2001 San Joaquin changed its name to Gasco Energy, Inc.
The Agreement required Pannonian, prior to closing of the merger transaction on
March 30, 2001, to divest itself of all assets not associated with its
"Riverbend" area of interest (the non-Riverbend assets).
The accompanying pro forma consolidated balance sheet presents the historical
financial information of San Joaquin as of December 31, 2000, as adjusted for
the acquisition of Pannonian, accounted for as a reverse acquisition. The
historical financial information of San Joaquin and the historical financial
information of Pannonian are as of December 31, 2000.
The accompanying pro forma consolidated statement of operations for the year
ended December 31, 2000 combines the historical financial information of
Pannonian with the historical financial information of San Joaquin for the year
ended December 31, 2000, as if the acquisition had occurred at the beginning of
the year.
The pro forma consolidated financial statements have been prepared by
management, based on the historical financial statements of San Joaquin and
Pannonian. These pro forma consolidated financial statements may not be
indicative of the results that actually would have occurred if the combination
had been in effect on the dates indicated or which may be obtained in the
future. The pro forma consolidated financial statements should be read in
conjunction with the historical financial statements of San Joaquin for the year
ended December 31, 2000 included in San Joaquin's Form 10KSB for the year ended
December 31, 2000, and with the historical financial statements of Pannonian as
of December 31, 2000 and for the year then ended, included elsewhere herein.
F-2
GASCO ENERGY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
SAN JOAQUIN PANNONIAN PROFORMA PRO FORMA
(HISTORICAL) ADJUSTMENTS COMBINED
ASSETS
CURRENT ASSETS
Cash $ 247,822 $ 881,041 $ (3,984) 4 $ 669,694
(455,185) 5
Accounts and notes receivable 5,158 13,923 19,081
Marketable securities 146,948 - 146,948
Due from joint interest partners - 113,020 - 113,020
---------- ----------- ------------ -----------
Total Current Assets 399,928 1,007,984 (459,169) 948,743
OIL AND GAS PROPERTIES, NET 258,433 1,991,290 (112,503) 4 671,452
(1,465,768) 5
FURNITURE AND EQUIPMENT, NET - 7,985 - 7,985
---------- ----------- ------------ -----------
$ 658,361 $ 3,007,259 $ (2,037,440) $ 1,628,180
========== =========== ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable-related $ - $ 544,280 $ (15,000) 4 $ 74,095
(455,185) 5
Notes payable-other - 239,102 (100,000) 5 139,102
Note payable-Pannonian International 80,609 4 80,609
Accounts payable and accrued expenses 64,559 221,972 286,531
Accrued bonus payable - 423,000 - 423,000
Due to Rubicon - - 544,815 5 544,815
---------- ----------- ------------ -----------
Total Current Liabilities 64,559 1,428,354 55,239 1,548,152
---------- ----------- ------------ -----------
STOCKHOLDERS' EQUITY
Preferred stock - - - -
Common stock 1,179 7,925 (6,525) 1 2,335
(244) 2
Capital in excess of par value 994,685 3,157,075 6,525 1 1,802,889
244 2
(262,961) 3
(182,096) 4
(1,910,583) 5
Deficit accumulated during the
development stage (402,062) (1,586,095) 262,961 3 (1,725,196)
---------- ----------- ------------ -----------
593,802 1,578,905 (2,092,679) 80,028
---------- ----------- ------------ -----------
$ 658,361 $ 3,007,259 $ (2,037,440) $ 1,628,180
========== =========== ============ ===========
See notes to the consolidated proforma financial statements.
F-3
SAN JOAQUIN PANNONIAN PROFORMA PRO FORMA
(HISTORICAL) ADJUSTMENTS COMBINED
REVENUES $ - $ - $ - $ -
---------- ----------- ------------ -----------
OPERATING EXPENSES
General and administrative 204,627 951,734 (200,062) 6 956,299
Property abandonments - 15,300 (15,300) 6 -
Interest - 61,776 (17,585) 6 44,191
Depreciation - 1,047 - 1,047
---------- ----------- ------------ -----------
204,627 1,029,857 (232,947) 1,001,537
---------- ----------- ------------ -----------
OTHER INCOME (EXPENSE) -
Gain on sale of permit - 200,000 (200,000) 6 -
Other 8,832 (13,404) 13,404 6 8,832
Realized (loss) on sale of marketable securities (36,157) - (36,157)
Unrealized (loss) on marketable securities (22,506) - - (22,506)
---------- ----------- ------------ -----------
(49,831) 186,596 (186,596) (49,831)
---------- ----------- ------------ -----------
NET (LOSS) $ (254,458) $ (843,261) $ 46,351 $(1,051,368)
========== =========== ============ ===========
NET (LOSS) PER COMMON SHARE-
BASIC AND DILUTED
$ (0.05)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING-
BASIS AND DILUTED 23,350,000
===========
See notes to the proforma consolidated financial statements.
F-4
GASCO ENERGY, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying pro forma consolidated financial statements are presented to
reflect the acquisition of Pannonian by San Joaquin, accounted for as a reverse
acquisition, with the operations of Pannonian being the continuing operations of
the combined entities.
The accompanying pro forma consolidated balance sheet as of December 31, 2000
has been prepared to give effect to the acquisition of Pannonian by San Joaquin
as if the acquisition occurred on December 31, 2000. The accompanying pro forma
consolidated statements of operations combines the historical operations of San
Joaquin and Pannonian for the year ended December 31, 2000 as if the acquisition
had occurred at the beginning of the year.
NOTE 2 - PRO FORMA ADJUSTMENTS
The unaudited pro forma consolidated financial statements reflect the following
pro forma adjustments:
1. Adjust for issuance of 14 million shares of San Joaquin for 100% of the
outstanding common shares and warrants of Pannonian.
2. Record the return of 2,438,930 shares of San Joaquin.
3. Reflect the recapitalization of the 9,350,000 shares of San Joaquin
common stock issued and outstanding as of the date of the reverse
acquisition of San Joaquin by Pannonian.
4. Record distribution of Pannonian International LTD common stock to
shareholders of Pannonian.
5. Record distribution of non-Riverbend U.S. assets and related liabilities.
6. Eliminate income and operating costs of Pannonian International LTD, and
operating costs of U.S. non-Riverbend assets distributed.
NOTE 3 - (LOSS) PER COMMON SHARE
Pro forma loss per common share for the year ended December 31, 2000 is computed
based on the weighted average number of common shares outstanding during the
year, assuming that the 9,350,000 shares of San Joaquin outstanding as of the
date of the reverse acquisition (net of 2,438,930 returned shares) were
outstanding as of the beginning of the year.
F-5